Sec Form 4 Filing - Ortega-Valle Marta @ GreenLight Biosciences Holdings, PBC - 2023-07-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ortega-Valle Marta 2. Issuer Name and Ticker or Trading Symbol GreenLight Biosciences Holdings, PBC [ GRNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) C/O GREENLIGHT BIOSCIENCES HOLDINGS, PBC, 29 HARTWELL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2023 (Street) LEXINGTON, MA02421 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/24/2023 J( 1 ) 29,798 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 0.28 07/24/2023 J( 2 ) 105,266 ( 3 ) 12/13/2023 Common Stock 105,266 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ortega-Valle Marta C/O GREENLIGHT BIOSCIENCES HOLDINGS, PBC 29 HARTWELL AVENUE LEXINGTON, MA02421 Member of 10% owner group Signatures /s/ Marta Ortega-Valle 07/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction reports securities contributed by the Reporting Person in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2023, by and among GreenLight Biosciences Holdings, PBC, SW ParentCo, Inc. ("Parent"), and SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), to Merger Sub in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent pursuant to a Contribution and Exchange Agreement, dated May 29, 2016 (the "Contribution and Exchange Agreement"), between Parent and the Reporting Person. The price used to calculate the value of each share of Series A-2 Preferred Stock for purposes of the exchange was $0.40 per share, as determined pursuant to the terms of the Contribution and Exchange Agreement. ( 2 )On July 24, 2023, upon consummation of the merger transaction pursuant to the Merger Agreement (the "Effective Time"), each option to purchase shares of Common Stock, par value $0.0001 per share of the Issuer ("Common Stock"), granted under an Issuer equity plan with an exercise price per share less than $0.30 ("Merger Consideration") that was outstanding and unexercised (each an "In-the-Money Option") was cancelled and converted into the right to receive a cash payment equal to (A) the number of shares of Common Stock remaining subject to such In-the-Money Option immediately prior to the Effective Time multiplied by (B) the amount by which (x) the Merger Consideration exceeds (y) the per share exercise price for such In-the-Money Option. ( 3 )100% of the shares subject to this option are fully vested and exercisable.

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